EXHIBIT 99.1
DANIEL C. STEVENS
SEPARATION AND SETTLEMENT
AGREEMENT
AND GENERAL
RELEASE
This Separation and Settlement
Agreement and General Release (this “ Agreement
”) is made this 5 th day of October 2006 (the “
Effective Date ”), by and between Daniel C. Stevens
(the “ Employee ”), Taylor Capital Group, Inc.,
and Cole Taylor Bank (collectively, the “ Company
”), concerning the Employee’s termination of
employment with the Company.
WHEREAS, the Company and the
Employee entered into that certain letter agreement dated as of
November 23, 2004, (the “ Letter Agreement
”);
WHEREAS, the Employee has tendered
his resignation as Chief Financial Officer of the Company, to be
effective on October 5, 2006 (the “ Termination
Date ”), which the Company accepted, on the terms set
forth below; and
WHEREAS, the Company and the
Employee intend that this Agreement shall be in complete settlement
of all rights of the Employee under the Letter Agreement or
otherwise relating to his employment by the Company.
NOW THEREFORE, in consideration of
the mutual promises and agreements set forth below, the Company and
the Employee agree as follows:
1. Termination . The
Employee’s employment with the Company will terminate by
mutual consent effective as of the close of business on the
Termination Date and the Employee will continue to be paid his
current monthly salary, expense reimbursements and employee
benefits and will continue to vest in all incentive and other
benefits through the Termination Date.
2. Resignation . The Employee
hereby agrees to resign as the Chief Financial Officer of the
Company and from all other officer, director and other positions
with the Company and all of its affiliates, effective as of the
close of business on the Termination Date. Employee agrees to
execute a letter of resignation, in the form attached hereto as
Exhibit A (the “ Resignation Letter ”), and
shall execute any additional resignation letters as may be
reasonably requested by the Company.
3. 2006 Bonus . The Employee
shall not be eligible to receive a bonus payment from the
Company for the fiscal year.
4. Other Payments . The
Employee shall receive a single lump sum severance payment from the
Company in the gross amount of Two Hundred Twenty-Five Thousand
Dollars ($225,000.00) (the “ Severance Payment
”), to be paid within ten (10) business days of the
execution of this Agreement (the “ Payment Date
”). The Company’s obligation to pay the Severance
Payment is conditioned upon the execution of this Agreement, the
Resignation Letter and the General Release and Waiver, provided in
Exhibit B to this Agreement (the “ Release ”)
and the continued compliance by the Employee of all of the terms
and conditions of this Agreement.
5. Sign-On Bonuses . The
Employee shall not be required to re-pay the Company any amounts in
conjunction with the sign-on bonuses provided for in the Letter
Agreement.
6. Restricted Stock .
Effective as of the Termination Date, the Employee shall forfeit
and/or relinquish any and all interests and rights in and under all
unvested outstanding restricted stock awards under any plan or
program maintained by the Company or any of its affiliates. Other
than the awards set forth on Exhibit C hereto, the Employee
acknowledges and agrees that he does not possess, nor is entitled
to, any other restricted stock awards under any plan or program of
the Company or any of its affiliates.
7. Stock Options . Effective
as of the Termination Date, the Employee shall forfeit and/or
relinquish any and all interests and rights in and under all
unvested outstanding stock options awarded under any plan or
program maintained by the Company or any of its affiliates. Other
than the awards set forth on Exhibit C hereto, the Employee
acknowledges and agrees that he does not possess, nor is entitled
to, any other stock option awards under any plan or program of the
Company or any of its affiliates.
8. Accrued Vacation . The
Employee shall receive payment for one hundred and twelve
(112) hours of accrued and unused vacation. Such payment shall
be made on the Company’s next payroll date following the
Effective Date.
9. Termination of Benefits .
Except as specifically provided in this Agreement with respect to
plans or arrangements specifically identified in this Agreement,
the Employee’s continued participation in all employee
benefit (pension and welfare) and compensation plans will
cease as of the Termination Date. Any payments made to the Employee
pursuant to this Agreement, other than with respect to the
continued payment of salary through the Termination Date, shall be
disregarded for purposes of determining the amount of benefits to
be accrued on behalf of the Employee under any pension or other
benefit plan maintained by the Company or its affiliates. Nothing
contained herein shall limit or otherwise impair Employee’s
right to receive pension or similar benefit payments which are
vested as of the Termination Date under any applicable tax
qualified pension or other tax qualified or non-qualified benefit
plans, pursuant to the terms and conditions of the applicable
plan.
10. Medical Benefits . The
Company shall provide Employee continued family medical coverage
under the benefit plans of the Company operated in the United
States, at employee rates, for the six (6) month period
following the Termination Date, followed by Employee’s
entitlement to continuation coverage in accordance with the
provisions of section 4980B of the Internal Revenue Code and
section 601 of the Employee Retirement Income Security Act
(sometimes referred to as “COBRA coverage”). The period
during which the Company provides any benefits hereunder shall run
concurrent with the COBRA eligibility period.
11. Outplacement . The
Company shall provide Employee up to six (6) months of
professional outplacement services, based upon Company practices
for individuals of comparable position.
12. Other Payments . The
Employee agrees and acknowledges that, other than as specifically
provided for in this Agreement, no additional payments are due from
the Company or any affiliate on any basis whatsoever other than
reimbursements in accordance with the Company’s policies for
ordinary and reasonable expenses incurred on or before the
Termination Date.
13. Release . As part of this
Agreement, and in consideration of the additional payments provided
to the Employee in accordance with this Agreement, the Employee is
required to execute the Release and deliver the Release on the
Termination Date. This Agreement (including all Exhibits to
this Agreement), and the commitments and obligations of all parties
hereunder shall become final and binding on the Effective Date,
subject only to the Employee’s execution and delivery of the
Release to the Company on the Termination Date.
The Employee is aware that he may
hereafter discover claims or facts in addition to or different from
those he now knows or believes to be true with respect to the
matters related herein. Nevertheless, it is the intention of the
Employee to fully, finally and forever settle such matters, and all
claims, demands, and causes of action relative thereto, whether
known or unknown, which may exist, or previously have existed,
between the Employee and the Company in connection with such
matters, including, without limitation, the termination of the
Employee’s employment with the Company. In furtherance of
such intention, the Release given herein shall be and remain in
effect as a full and complete release of all such matters,
notwithstanding the discovery or existence of any additional or
different claims or facts relative thereto.
14. Assistance with Claims .
The Employee agrees to cooperate with the Company or any affiliate
in the defense, prosecution or evaluation of any pending or
potential claims or proceedings involving or affecting the Company
or any affiliate during the period of the Employee’s
employment with the Company (the “ Employment Period
”) or relating to any decisions in which Employee
participated or any matter of which Employee had knowledge. The
Employee agrees, unless precluded by law, to promptly inform the
Company if he is asked to participate (or otherwise become
involved) in any claims that may be filed against the Company
or any affiliate relating to the Employment Period. The Employee
also agrees, unless precluded by law, to promptly inform the
Company if he is asked to assist in any investigation (whether
governmental or private) of the Company or any affiliate (or
their actions) relating to any matter occurring during the
Employment Period, regardless of whether a lawsuit has then been
filed against the Company or any affiliate with respect to such
investigation. Specifically and without limitation, the Employee
will attend and participate in meetings and interviews conducted by
Company personnel, and/or attorneys appointed by the Company and
may be represented by counsel w
